Corporate Transparency Act Alert

Beneficial Ownership Information Reporting Requirements Now in Effect: Due January 13, 2025

The Financial Crimes Enforcement Network (FinCEN) extended the deadline for most reporting companies to file beneficial ownership information (BOI) reports to January 13, 2025, following a Monday court ruling that reinstated the reporting requirement.

This change came after the Fifth Circuit Court of Appeals granted a Department of Justice (DOJ) motion on December 23, 2024, to lift an injunction imposed by a district court in Texas Top Cop Shop, Inc. v. Garland. The DOJ had appealed that ruling, and the Fifth Circuit’s order reactivated the requirements under the Corporate Transparency Act (CTA). Although the case remains under litigation, the Fifth Circuit noted in its order that “the government has made a strong showing that it is likely to succeed on the merits in defending CTA’s constitutionality.”

Under the CTA, Reporting Companies formed or registered to do business in the U.S. prior to January 1, 2024, are required to file their BOI report with FinCEN by January 1, 2025 (now extended to January 13, 2025). Companies formed or registered between January 1, 2024, and January 1, 2025, must file their report within 90 days of their formation or registration. Companies formed or registered after January 1, 2025, must submit their report within 30 days. For a detailed overview of the CTA’s reporting requirements, please refer to my article earlier this year: What Business Entities Need to Know to Comply with the Corporate Transparency Act.

Updated Deadlines

FinCEN, responsible for enforcing the CTA, acknowledged the impact of the preliminary injunction and announced new BOI reporting deadlines. The updated deadlines are as follows:

1. Companies Created or Registered Before January 1, 2024:  These companies now have until January 13, 2025, to file their initial BOI reports (originally due January 1, 2025).
2. Companies Created or Registered in the U.S. On or After September 4, 2024, That Had a Filing Deadline Between December 3, 2024, and December 23, 2024: If their filing deadline fell between December 3, 2024, and December 23, 2024, they now have until January 13, 2025, to submit their reports.

3. Companies Created or Registered in the U.S. Between December 3, 2024, and December 23, 2024: Companies registered between December 3, 2024, and December 23, 2024, have an additional 21 days from their original filing deadline.

1. Disaster Relief Extensions: Companies eligible for disaster relief may receive extended deadlines beyond January 13, 2025. These companies must adhere to the later applicable deadline.
2. Companies Created or Registered on or After January 1, 2025: These companies must file their initial BOI reports within 30 days of receiving actual or public notice of their registration becoming effective.

Compliance Recommendations

• Review Reporting Obligations: Determine if your entity qualifies as a reporting company under the CTA and identify the specific reporting requirements.
• Prepare Necessary Information: Gather required details about beneficial owners, including names, addresses, dates of birth, and identification documents.
• Consult Legal Counsel: Seek professional advice to ensure compliance with the CTA and to address any uncertainties regarding the reporting process.
• Monitor Official Updates: Stay informed about any further changes or guidance from FinCEN or relevant authorities that may impact reporting obligations. You may directly subscribe to FinCEN Updates through its website:  https://fincen.gov/boi

While The Law Offices of Jacqueline D. Yu does not offer CTA filing services directly, we recommend Eminutes, a Law Corporation, as a third-party provider. They will prepare the Beneficial Ownership Information Report(s) based on the details you provide and file them with FinCEN on your behalf.

Should you need further information about the CTA or how it applies to your entities, please contact Ms. Yu.